Common use of Additional Indemnification by the Seller Clause in Contracts

Additional Indemnification by the Seller. The Servicer shall indemnify ▇▇▇▇▇▇ Brothers Holdings Inc., the Trust Fund, the Trustee, the Depositor and the Master Servicer and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties may sustain in any way related to the failure of the Servicer to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 7.05(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 7.05(b). The Servicer immediately shall notify ▇▇▇▇▇▇ Brothers Holdings Inc., the Master Servicer and the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any of such parties in respect of such claim. The Servicer shall follow any written instructions received from the Master Servcer or the Trustee in connection with such claim. The Servicer shall provide the Trustee (with a copy to the Master Servicer) with a written report of all expenses and advances incurred by the Servicer pursuant to this Section 8.04, and the Trustee (after consultation with the Master Servicer) from the assets of the Trust Fund promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim in any way relates to the failure of the Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or the gross negligence, bad faith or willful misconduct of this Servicer. Section 10.01 (Events of Default) is hereby amended by (i) changing any reference to “Purchaser” to “Master Servicer” and (ii) replacing the last paragraph thereof with the following: Upon receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in a successor Servicer appointed by the ▇▇▇▇▇▇ Brothers Holdings Inc. and the Master Servicer. Upon written request from the Seller, the Servicer shall prepare, execute and deliver to the successor entity designated by the Seller any and all documents and other instruments, place in such successor’s possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at the Servicer’s sole expense. The Servicer shall cooperate with ▇▇▇▇▇▇ Brothers Holdings Inc. and the Master Servicer and such successor in effecting the termination of the Servicer’s responsibilities and rights hereunder, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.

Additional Indemnification by the Seller. The Servicer shall indemnify ▇▇▇▇▇▇ Lehman Brothers Holdings Inc., the Trust Fund, the Trusteeth▇ ▇▇▇▇tee, the Depositor and the Master Servicer and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties may sustain in any way related to the failure of the Servicer to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 7.05(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 7.05(b). The Servicer immediately shall notify ▇▇▇▇▇▇ Lehman Brothers Holdings Inc., the Master Servicer and Service▇ ▇▇▇ the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any of such parties in respect of such claim. The Servicer shall follow any written instructions received from the Master Servcer Servicer or the Trustee in connection with such claim. The Servicer shall provide the Trustee (with a copy to the Master Servicer) with a written report of all expenses and advances incurred by the Servicer pursuant to this Section 8.048.05, and the Trustee (after consultation with the Master Servicer) from the assets of the Trust Fund promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim in any way relates to the failure of the Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or the gross negligence, bad faith or willful misconduct of this Servicer. Section 10.01 (Events of Default) is hereby amended by by: (ia) changing any reference to “"Purchaser” " to “"Master Servicer” "; (b) amending and restating clause (iivii) replacing the last paragraph thereof with the followingin its entirety to read as follows: Upon receipt by "the Servicer of such written noticeat any time is not either a Fannie Mae or Freddie Mac approved selle▇/▇▇▇▇i▇▇▇, all authority and power the ▇aster Servicer has not terminated the rights and obligations of the Servicer under this Agreement, whether Agreement and replaced the Servicer with respect to the Mortgage Loans a Fannie Mae or otherwise, shall pass to and be vested in a successor Servicer appointed by the Freddie Mac approved servi▇▇▇ ▇▇t▇▇▇ 30 ▇▇▇▇ Brothers Holdings Inc. and ▇▇ the Master Servicer. Upon written request from the Seller, the Servicer shall prepare, execute and deliver to the successor entity designated by the Seller any and all documents and other instruments, place in such successor’s possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes absence of such notice of termination, including but not limited to approval"; and, (c) adding the transfer and endorsement or assignment words "within the applicable cure period" after the word "remedied" in the second line of the Mortgage Loans and related documents, at the Servicer’s sole expense. The Servicer shall cooperate with ▇▇▇▇▇▇ Brothers Holdings Inc. and the Master Servicer and such successor in effecting the termination of the Servicer’s responsibilities and rights hereunder, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loanssecond paragraph.

Additional Indemnification by the Seller. The Servicer shall indemnify ▇▇▇▇▇▇ Brothers Holdings Inc., the Trust Fund, the Trustee, the Depositor and the Master Servicer and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties may sustain in any way related to the failure of the Servicer to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification pursuant to Section 7.05(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 7.05(b)Agreement. The Servicer immediately shall notify ▇▇▇▇▇▇ Brothers Holdings Inc., the Master Servicer and the Trustee or any other relevant party if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any of such parties in respect of such claim. The Servicer shall follow any written instructions received from the Master Servcer Servicer or the Trustee in connection with such claim. The Servicer shall provide the Trustee (with a copy to the Master Servicer) with a written report of all expenses and advances incurred by the Servicer pursuant to this Section 8.048.05, and the Trustee (after consultation with the Master Servicer) from the assets of the Trust Fund promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim in any way relates related to the failure of the Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or the gross negligence, bad faith or willful misconduct of this Servicer. Section 10.01 (Events of Default) is hereby amended by by: (ia) changing any reference to “Purchaser” to “Master Servicer” ”; (b) amending and restating clause (iivii) replacing the last paragraph thereof with the followingin its entirety to read as follows: Upon receipt by “the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in at any time is not either a successor Servicer appointed by the ▇▇▇▇▇▇ Brothers Holdings Inc. and the Master Servicer. Upon written request from the Seller, the Servicer shall prepare, execute and deliver to the successor entity designated by the Seller any and all documents and other instruments, place in such successor’s possession all Servicing Files, and do ▇▇▇ or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at the Servicer’s sole expense. The Servicer shall cooperate with ▇▇▇▇▇▇▇ Brothers Holdings Inc. Mac approved seller/servicer, and the Master Servicer has not terminated the rights and such successor in effecting the termination obligations of the Servicer’s responsibilities Servicer under this Agreement and rights hereunder, including without limitation, replaced the transfer to Servicer with a ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac approved servicer within 30 days of the absence of such successor for administration by it approval”; and, (c) adding the words “within the applicable cure period” after the word “remedied” in the second line of all cash amounts which shall the second paragraph; and (d) deleting the word “or” at the time be credited by the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.end of subclause (ix); (e) adding subclauses (xi) and (xii) as follows:

Additional Indemnification by the Seller. The Servicer In addition to the indemnification provided in Subsection 7.03, the Seller shall indemnify ▇▇▇▇▇▇ Brothers Holdings Inc., the Trust Fund, the Trustee, the Depositor and the Master Servicer Purchaser and hold each of them the Purchaser harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of such parties the Purchaser may sustain in any way related to the failure of the Servicer Seller to perform its duties obligations under this Agreement including but not limited to its obligation to service and service administer the Mortgage Loans in strict compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification or any Reconstitution Agreement entered into pursuant to Section 7.05(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 7.05(b)12. The Servicer immediately Seller shall notify ▇▇▇▇▇▇ Brothers Holdings Inc., the Master Servicer and the Trustee or any other relevant party Purchaser if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayedPurchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and to the extent Seller assumed such claim promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any of such parties the Purchaser in respect of such claim. The Servicer shall follow any written instructions received from the Master Servcer or the Trustee in connection with such claim. The Servicer shall provide the Trustee (with a copy to the Master Servicer) with a written report of all expenses and advances incurred by the Servicer pursuant to this Section 8.04, and the Trustee (after consultation with the Master Servicer) from the assets of the Trust Fund Purchaser promptly shall reimburse the Servicer Seller for all amounts advanced by it pursuant to the preceding sentence sentence, except when the claim is in any way relates related to the Seller's indemnification pursuant to Section 7 or the first sentence of this Subsection 13.01, or is in any way related to the failure of the Servicer Seller to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or the gross negligence, bad faith or willful misconduct of this Servicerany Reconstitution Agreement. Section 10.01 (Events of Default) is hereby amended by (i) changing any reference to “Purchaser” to “Master Servicer” and (ii) replacing the last paragraph thereof with the following: Upon receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in a successor Servicer appointed by the ▇▇▇▇▇▇ Brothers Holdings Inc. and the Master Servicer. Upon written request from the Seller, the Servicer shall prepare, execute and deliver to the successor entity designated by the Seller any and all documents and other instruments, place in such successor’s possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at the Servicer’s sole expense. The Servicer shall cooperate with ▇▇▇▇▇▇ Brothers Holdings Inc. and the Master Servicer and such successor in effecting the termination of the Servicer’s responsibilities and rights hereunder, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.

Additional Indemnification by the Seller. The Servicer In addition to the indemnification provided in Subsection 7.03, the Seller shall indemnify ▇▇▇▇▇▇ Brothers Holdings Inc., the Trust Fund, the Trustee, the Depositor and the Master Servicer Purchaser and hold each of them the Purchaser harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees (including all legal fees incurred with connection with the enforcement of the Seller's indemnification obligation under this Subsection 13.01) and related costs, judgments, and any other costs, fees and expenses that any of such parties the Purchaser or Successor Servicer may sustain in any way related to (a) the failure of the Servicer Seller to perform its duties obligations under this Agreement, (b) any breach of any of Seller's representations, warranties or covenants set forth in this Agreement, (c) the failure of the Seller to service and service administer the Mortgage Loans in strict compliance with the terms of this Agreement (including, but not limited to its obligation to provide the certification or any Reconstitution Agreement entered into pursuant to Section 7.05(b) hereunder) or for any inaccurate or misleading information provided in the certification required pursuant to Section 7.05(b)12. The Servicer Seller immediately shall notify ▇▇▇▇▇▇ Brothers Holdings Inc., the Master Servicer and the Trustee or any other relevant party Purchaser if a claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, assume (with the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayedPurchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any of such parties the Purchaser in respect of such claim. The Servicer shall follow any written instructions received from the Master Servcer or the Trustee in connection with such claim. The Servicer shall provide the Trustee (with a copy to the Master Servicer) with a written report of all expenses and advances incurred by the Servicer pursuant to this Section 8.04, and the Trustee (after consultation with the Master Servicer) from the assets of the Trust Fund Purchaser promptly shall reimburse the Servicer Seller for all amounts advanced by it pursuant to the preceding sentence sentence, except when the claim is in any way relates related to the Seller's indemnification pursuant to Section 7 or the first sentence of this Subsection 13.01, or is in any way related to the failure of the Servicer Seller to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or the gross negligence, bad faith or willful misconduct of this Servicerany Reconstitution Agreement. Section 10.01 (Events of Default) is hereby amended by (i) changing any reference to “Purchaser” to “Master Servicer” and (ii) replacing the last paragraph thereof with the following: Upon receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in a successor Servicer appointed by the ▇▇▇▇▇▇ Brothers Holdings Inc. and the Master Servicer. Upon written request from the Seller, the Servicer shall prepare, execute and deliver to the successor entity designated by the Seller any and all documents and other instruments, place in such successor’s possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at the Servicer’s sole expense. The Servicer shall cooperate with ▇▇▇▇▇▇ Brothers Holdings Inc. and the Master Servicer and such successor in effecting the termination of the Servicer’s responsibilities and rights hereunder, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.